In San Francisco, a group of people discover the human race is being replaced one by one, with clones devoid of emotion.

Dr. Miles J. Bennell: In my practice, I've seen how people have allowed their humanity to drain away. Only it happened slowly instead of all at once. They didn't seem to mind... All of us - a little bit - we harden our hearts, grow callous. Only when we have to fight to stay human do we realize how precious it is to us, how dear.
[last lines]
Dr. Hill: Get on your radios and sound an all points alarm. Block all highways, stop all traffic, and call every law enforcement agency in the state.
[on phone]
Dr. Hill: Operator, get me the Federal Bureau of Investigation. Yes, it's an emergency!
Dr. Miles J. Bennell: They're here already! You're next! You're next, You're next...!
Ambulance Driver: We had to dig him out from under the most peculiar things I ever saw.
Dr. Hill: What things?
Ambulance Driver: Well, I don't know what they are; I never saw them before. They looked like great big seed pods.
Dr. Hill: Where was the truck coming from?
Ambulance Driver: Santa Mira.
Matthew Bennell: [Bennell has just removed a small indistinct object from a stock pot with a pair of tweezers] What is that?
Cook: A caper.
Matthew Bennell: Nope.
Restaurant Owner: You presume to tell me what is in the stock?
Matthew Bennell: It's a rat turd.
Restaurant Owner: A what?
Matthew Bennell: A rat turd!
Restaurant Owner: [sniffs the "caper"] A caper!
Matthew Bennell: A rat turd.
Restaurant Owner: [sniffs again, now angry] A CAPER!
Matthew Bennell: If it's a caper, eat it.
[the restaurateur sheepishly demurs]
Dr. Miles J. Bennell: I never knew fear until I kissed Becky.
Elizabeth Driscoll: Yep, Boccardo's pills. He eats it like candy... or used to. Take some.
Matthew Bennell: What are they?
Elizabeth Driscoll: Speed. They'll keep us awake.
Matthew Bennell: How many are you suppose to take?
Elizabeth Driscoll: It says take one.
Matthew Bennell: Take five.
Becky: I don't want to live in a world without love or grief or beauty, I'd rather die.
Dr. Dan 'Danny' Kauffman: The mind is a strange and wonderful thing. I'm not sure it will ever be able to figure itself out. Everything else maybe, from the atom to the universe. Everything except itself.
Becky: Is this an example of your bedside manner, doctor?
Dr. Miles J. Bennell: No, ma'am. That comes later.
Elizabeth Driscoll: I have seen these flowers all over. They are growing like parasites on other plants. All of a sudden. Where are they coming from?
Nancy Bellicec: Outer space?
Jack Bellicec: What are you talking about? A space flower?
Nancy Bellicec: Well why not a space flower? Why do we always expect metal ships?
Jack Bellicec: I've NEVER expected metal ships.
Charlie: Give up! You can't get away from us! We're not gonna hurt you!
Jack Bellicec: The rest of the world is trying to change people for fit the world. I'm trying to change the world to fit people.
Charlie: [mob chases Miles to the highway] Let him go. Nobody will ever believe him.
Stanley Driscoll: Is the baby asleep yet, Sally?
Nurse Sally Withers: No, but she will be soon. And the'll be no more tears.
Stanley Driscoll: Shall I put this in her room?
[referring to the alien seed pod he is carrying]
Nurse Sally Withers: Yes, in her playpen.
Dr. David Kibner: We came here from a dying world. We drift through the universe, from planet to planet, pushed on by the solar winds. We adapt and we survive. The function of life is survival.
Matthew Bennell: [dials his phone] I'll get the police.
Telephone Operator: [voice] Police.
Matthew Bennell: Officer, I'd like to report four bodies in my backyard.
Telephone Operator: Wait right there Mr. Bennell.
Matthew Bennell: How do you know my name?
Jack Bellicec: [Jack's eyes widen with fear] Hang up, Matthew.
Matthew Bennell: [into the phone] I didn't tell you my name.
Jack Bellicec: Hang up!
Matthew Bennell: [hangs up the phone] I didn't tell them my name!
Nancy Bellicec: That's because they're all part of it. They're all pods, all of them!
Mr. Tong: No, no... she alright. She betta now. Much betta now.
Dr. Miles J. Bennell: Drugs dull the mind - maybe that's the reason.
Dr. Miles J. Bennell: And so I ran. I ran, I ran, I ran! I ran as little Jimmy Grimaldi ran the other day.
Wilma Lentz: There's no emotion. None. Just the pretense of it. The words, the gesture, the tone of voice, everything else is the same, but not the feeling.
Elizabeth Driscoll: [Matthew finds that she has fallen asleep and has become a pod] There's nothing to be afraid of. They were right. It's painless. It's good. Come. Sleep. Matthew.
[Matthew begins to back away]
Elizabeth Driscoll: Matthew. Matthew!
Jack Bellicec: Here I am, you pod bastards! Hey, pods! Come and get me you scum!
Becky: Miles, why don't you call Danny? Maybe he can help.
Dr. Miles J. Bennell: Danny? No. The way he was behaving last night... I'm afraid it's too late to call Danny too.
Becky: Well, what are you going to do?
Dr. Miles J. Bennell: Get help. I hope whatever's taking place is confined to Santa Mira!
Dr. David Kibner: Face it, Bellicec, you got some friends who enjoy playing practical jokes.
Jack Bellicec: I don't have any friends, Dr. Kibner.
Dr. David Kibner: Then, some enemies.
Elizabeth Driscoll: I hate you.
Dr. David Kibner: There's no need for hate now. Or love.
Dr. David Kibner: Elizabeth, could you please tell me, in your opinion, what is going on?
Elizabeth Driscoll: People are being duplicated. And once it happens to you, you're part of this... thing. It almost happened to me!
Dr. Dan 'Danny' Kauffman: Love, desire, ambition, faith - without them, life's so simple, believe me.
Dr. Miles J. Bennell: I don't want any part of it.
Dr. Dan 'Danny' Kauffman: You're forgetting something, Miles.
Dr. Miles J. Bennell: What's that?
Dr. Dan 'Danny' Kauffman: You have no choice.
Dr. Miles J. Bennell: This is the oddest thing I've ever heard of. Let's hope we don't catch it. I'd hate to wake up some morning and find out that you weren't you.
Becky: [laughs] I'm not the high school kid you use to romance, so how can you tell?
Dr. Miles J. Bennell: You really want to know?
Becky: Mmm-hmm.
Dr. Miles J. Bennell: [after kissing her] Mmmm, you're Becky Driscoll, all right!
[from trailer]
Dr. Miles J. Bennell: Listen to me! Please listen! If you don't, if you won't, if you fail to understand, then the same incredible terror that's menacing me WILL STRIKE AT YOU!
Becky: They're like huge seed pods!
Elizabeth Driscoll: I keep seeing these people, all recognizing each other. Something is passing between them all, some secret. It's a conspiracy, I know it.
Matthew Bennell: There can't be a conspiracy!
Elizabeth Driscoll: Matthew, I'm telling you something is going on here.
Dr. Harvey Bassett: Oh, Doctor Hill.
Dr. Hill: Dr. Basset. Well, where's the patient?
Dr. Harvey Bassett: I hated to drag you out of bed at this time of night.
Dr. Harvey Bassett: [screaming from behind door] Will you let me go while there's still time?
Dr. Harvey Bassett: [to Dr. Hill] You'll soon see why I did.
Dr. Miles J. Bennell: What'll you have? We're pushing appendectomies this week.
[Becky laughs]
Dr. Miles J. Bennell: I don't know, maybe I clown around too much, pretty soon my patients won't trust me to prescribe aspirin for them. Seriously, what's the trouble?
Becky: It's my cousin.
Dr. Miles J. Bennell: Wilma? What's the matter?
Becky: She has a, well I guess you call it a delusion, you know her uncle, Uncle Ira?
Dr. Miles J. Bennell: Sure, I'm his doctor.
Becky: Well Miles, she's got herself thinking he isn't her uncle.
Dr. Miles J. Bennell: How do you mean? That they're not really related?
Becky: No, she thinks he's an impostor or something, someone who only looks like Ira.
Dr. Miles J. Bennell: Have you seen him?
Becky: I just came from there.
Dr. Miles J. Bennell: Well, is he Uncle Ira or isn't he Uncle Ira?
Becky: Of course he is, I told Wilma that but it was no use.
Jack Belicec: Stop trying to rationalize everything, will ya? Let's face it, we have a mystery on our hands!
Dr. Dan 'Danny' Kauffman: Sure you have. A real one! Whose body was it, and where is it now? A completely normal mystery. Whatever it is, it's well within the bounds of human experience, and I don't think you ought to make any more of it.
Dr. Miles J. Bennell: Look, I wouldn't if I hadn't looked in Becky's cellar! How do you explain away the body I saw there?
Dr. Dan 'Danny' Kauffman: I don't think you saw one there.
Dr. Miles J. Bennell: You don't think I saw one here, either?
Dr. Dan 'Danny' Kauffman: I know you did because three others saw it too.
Dr. Miles J. Bennell: But I dreamed up the second one?
Dr. Dan 'Danny' Kauffman: Doctors can have hallucinations too.
[while Matthew drives Elizabeth through the city, a crazed man runs up to their car]
Elizabeth Driscoll: Look out!
[Matthew slams on the brakes, but the man's head still strikes the already broken windshield. Unfazed, the man immediately proceeds to pound on the windshield for attention]
Matthew Bennell: Oh, my God, oh my God! Lock the door! Lock the door!
Running man: [panicked shouting] Help! They're coming! They're coming!
Elizabeth Driscoll: Maybe we should help him.
Running man: Help! Help! They're coming! They're coming! Listen to me! Listen!
Matthew Bennell: No, he's smashed out of his skull.
Elizabeth Driscoll: He's terrified.
Running man: Help me! You're next! Please!
[the man moves to the driver's window]
Running man: Please! You're next! We're in danger!
[he tries the door handle, but it's locked]
Running man: Please, listen ot me! Something terrible! Please!
[he looks over his shoulder, then back]
Running man: You're nex- Here they are!
[he starts to run off, but still shouts at them]
Running man: They're already here! Help! You're next! They're coming! They're coming!
[he runs around the corner as a crowd chases him]
Matthew Bennell: He must have done something.
[a horn sounds, brakes screech, a thud his heard, and Elizabeth gasps involuntarily]
Matthew Bennell: [noting the approaching motorcycle with siren] The policeman will help.
[They make the turn and see a throng of expressionless people standing silently over the man's dead body in the street. The policeman waves them by]
Elizabeth Driscoll: Oh, my God! That poor man. What was he talking about?
Matthew Bennell: I'll phone a witness report in when I get to the bookstore.
Matthew Bennell: [Elizabeth and Matthew are captured by snathcers in the Health Department office. Kibner gives them sedatives, so that they can be snatched while asleep] Listen, we're not the last humans left. There are people who will fight you. They will find out what you're doing here.
Elizabeth Driscoll: They'll stop you.
Dr. David Kibner: In an hour... you won't want them to. In an hour, you'll be one of us.
Dr. Miles J. Bennell: Will you tell these people I'm not crazy?
Dr. Miles J. Bennell: Isn't this Jimmy Grimaldi?
Grandma Grimaldi: Yes, Doctor, can I talk to you a moment?
Dr. Miles J. Bennell: Sure.
[to Jimmy]
Dr. Miles J. Bennell: You know I almost ran you down this morning? You've got to be more careful.
[Jimmy breaks away and runs, Sally catches him]
Dr. Miles J. Bennell: Hey! Hey hey hey hey hey, slow down now, school isn't as bad as all that.
Grandma Grimaldi: School isn't what upsets him, it's my daughter-in-law. He's got the craziest idea she isn't his mother.
Jimmy Grimaldi: [in hysterics] She isn't! She isn't! Don't let her get me!
Nurse Sally Withers: No one's going to get you, Jimmy.
[Jimmy sobs hysterically]
Dr. Miles J. Bennell: How long has this been going on?
Grandma Grimaldi: An hour ago I found him hiding in the cellar having hysterics, he wouldn't tell me anything until I started to phone his mother. That's when he said Anna wasn't his mother.
Dr. Miles J. Bennell: [cautiously] Who are you?
Dr. Hill: I'm Dr. Hill, from the state mental hospita...
Dr. Miles J. Bennell: I AM NOT INSANE!
[guards grab him]
Dr. Hill: Let him go!
Dr. Miles J. Bennell: Listen, Doctor, now you must listen to me, you must understand me, I'm a doctor too, I am not insane! I am NOT insane!
Dr. Miles J. Bennell: [grabs Dr. Bassett] Doctor! Will you tell these fools I am NOT crazy? Make them listen to me while there's still time!
Dr. Miles J. Bennell: [Upon learning that Becky is also divorced] Well, I guess that makes us Lodge Brothers now...
Becky: yes
Dr. Miles J. Bennell: Except that I'm paying dues while you collect them.
Becky: [laughing] Oh, Miles!
Dr. David Kibner: It's like there's some kind of a hallucinatory flu going around. People seem to get over it in a day or two. All I can do is treat the symptoms.
Elizabeth Driscoll: Matthew, we'll never be able to stop them!
Matthew Bennell: Yes, we will.
Elizabeth Driscoll: We can't! Look it, they control the whole city.
Matthew Bennell: We'll find a way somehow.
Elizabeth Driscoll: Oh, Matthew, I can't go on! I wanna go to sleep. I can't stay awake any more.
Matthew Bennell: You have to. You have to stay awake.
Matthew Bennell: What is that suppose to be?
Chef: It is cervelles en matelote.
Matthew Bennell: In English, what would I be eating if I ate that?
Chef: Ah. Calves' brain in red wine.
Matthew Bennell: Red wine and what else?
Restaurant Owner: Mais, c'est impossible. It's impossible. It's a secret, Mr Bennell
Matthew Bennell: You don't have any secrets from the Department of Health, Henri.
Elizabeth Driscoll: How are we gonna get out of here?
Matthew Bennell: Through the door. Come on.
Becky: I can't do it, I can't, can't, can't go on.
Dr. Miles J. Bennell: Yes you can.
Dr. Miles J. Bennell: Well, it started, for me it started last Thursday, in response to an urgent message from my nurse I'd hurried home from a medical convention I'd been attending. At first glance, everything looked the same, it wasn't, something evil had taken possession of the town.